hf~rjoricAerte-Efdn iscc Prcsldrnt and Acttng Corporate SecrctiPy Tcl ~212)916-51amp4 FLY tlI2)916651f AP1erre-Scrritt4trm-aefaq

March 132008

Office of Chief Counsel Division of Corporate Finance Securities and Exchange Commission 100 F Street 3E Washington DC 20549

Re TTAA-CR1EF- Shareholder Propod

Ladies and Gentleman

We are writing with regard to the shareholderproposal (the Proposal) and supporting statement (the Supporting Statement) submitted to TIAA-CREF (the Company)by Ms Mary Iiaskell-Smdler (the Proponent) in connectio~~with the annual r n e e h g of the Companys shareholders to be held on July 152008We believe that the Company may proper1y exclude the Proposal and Supporting Statcment from the 2008 prolry statement pursuant to Rules F 4a-amp(e) and 14a-8(f) under the Securities Exchange Act of P 934 as amended (the Exchansc Act) We respcczfulIy request that the staff (the Staff) ofthe Division of Corporation Finance of the Securities and Exchange Commission (the Commission3 confirm that it will not m o m m d enforcement action against the Company based on the omission ofthe Proposal and the Supporting Statement

Copies of thc Proposal Supporting Statement and Company response are enclosed as Exhibit A

EncIosed for filing pursuant to 14a-81j) of the Exchange Act are six copies of this letter the Proposal Suppomng Statcment and Company response We are forwarding a copy of this letter to the Proponent

Grounds for Omission of the Proposal and the Supportinq Statement

Pumant to Rule f 4a-8(f) a shareholderproposal may be omitted from inclusion in thc Companys proxy materials if the proposal violates any of the Cemmissicans procedural requirements for inctusion of a proposal in a company proxy materials Rulc t4a-amp(fi further states that a company may omit an untimely shareholder proposal from its proxy rnatcrials without notifying the proponent of i l~edeficicncy because such a procedural deficiency cannot be remedied

730 R ~ r dAvenue Ncw Yo NY 10017-3206

March T 32007 Pagc 2

We believe the Proposal violates Rule 14a-8(e) because the proposal was dated and received after our stated deadline for inclusion in ~e 2008 proxy snaternent

The Companys 2007 proxy statement stated that the deadline for shareholders to submit proposals for inclusion in the 2008 proxy statement was February 132008 The Proponents Proposal was dated February 152008 and was received by the Company on February 2420165

Because the proposal was received after February t 32008 and this procedural violation cannot be remedied we believc that the Proposal and Supporting Statement may be properly omitted from the Companys 2008 proxy statement in reliance on Rule 14a-S(e) and Rule 14a-8(1)

Conclusion

Based on the foregoing we rcqucst that the Staff concur in our view that the Company may omit the Proposal and the Supporting Statement in their entirety from the 2005 proxy statement and that no enforcement action will he recommended to the Commission if the Proposal and the Supporting Statement are-excluded

The Company cxpects to file proxy materials with the Commission on or about June 92008

If you have any gucstions ~ e ~ a r d i n gthis request or need additional information please telephone me at (2 12) 916-5 154

Very truly yours

vi$ePresident a d Acting Corporate Secretary

Encl cc Mary Haskcll-Sand1er

Cythia MKrus Esq Sutherland Ashill amp Brennan LLP

6 Trotting Horse Drive Lexington MA 02421-6339 February 152008

Secretary CREE Stock T d W - C R E F Mmzal Funds PO Box 8009 Boston hi402266-8009

I mwriting to submit the attachcd sharebolder propod for inclusion in the fund next proxy s t a t m t gnd

for presetrtationgt the next shmholdermeeting I hold 46071 1W units of C W Stock Fwd Account T783373-81 have been a CREF Stamp Fund shanholdu continuously for wcr one ycar 1m attaching my TIAA-CltEF quartmfy statement dated Deccmber 3 12006canfirming my ownership ofs h e s with a market value in excess of $2000 over a year ago I have cuntinuousIyheld at fwd $2000 of the fund sincethat date and it is my intention to continue to do SO

Ptme confirm receipt ofthis Ima Iffor p chooseto mthde this propal E mywr proxy please notify me at the above addmss I am mbmittingthis shar~hIdesproposal in ccrnjunctiwwith a campaign initiated by Investors Against Genocide If another sareholderhas already submitccd the same propod please consider this sjoint submission in support of his J hcr pposaE

Thank you for your considemtion

Mary aske ell-sandlet

6 fmtting Horse Drjve Lexington dA 024214339 Februar) 152008

S m t a r yCREF Global m i e s 1ITZAAXE1EF Mmml Fuds PO Box 8 K 9 Boston MA 02266-8009

I amwritin8 to submit the attacbd sharehoIder p topod for inclusion in the finds nm proxy statement snd for presentadon at thenext shareholder meeting I hold 6563570unitsof C W F Global Equities in Account T783373-81 haveSttrf a CREF GlobalEquities fund shareholder continnously for over one year T am attaching my TIAA-CREF quarterly statement dated Dmmber 3 12006 confirminsmy ownership of shares with a market value in excess of $2000over a yem ago 1 have continuously held at least $2000of the find since that date and it 3s my interrtion to continut $0do so

P l m s confirm d p t ofthis lettm If fix any m n grou chooseto =lade thisproposal from yollr proxy please notify me at the a b v a adamp-

I am submitting tbis sheholder proposaE in conjunction with a - initiated by Investors Against Genocide I f nnorhcrr shareholder has already submittedthe same proposal please considerthis a joint submission in support ofhis her propod

Thank you for your coampdmtion

6 Trotting Horse Drive Lexington MA 02421-6339

Februaryl52a)S

Secmasy TliqA Traditional Fund

1IAA-CREF Mutual Funds PO Box 8009 BOS~OMA 02266-801)9

T am writing to submit the attach4 shartholderproposal fmimlusion in the funds next proxy statement and for presentation at the next shareholder meeting

I hold $3272282 ofIJAk Tditional in Account N783373-31 have beem a T I M Traditions shareholder mntmously for over one year I am attaching my TIAA-CREF quarterly mtement dated D m b e r 2 12006 confirming my ownership of s h m wirh a market valuc in excess of$2000 over a year ago I have continuously held at lcrtst S2QOO of the find sincethat date aad it is my intention to continue to do w

flmue confirm d p t ofthis letter If fbr my seasanyw haze ta accludethisp p a lfmywrp x y please notify me at h e nbove addrws

I am submitting this shareholder propod in conjunctionwith scampaign initiated by hvestors Against Genocide If a n o k shareholder has already submitted the m e proposal please consider this a joint submission in support of his het proposal

Thank you for your eavsidwation

Gmaclde-Free lnvestlng Shamholder Proposal for TlAA TradManal Fund

TIARCREF portlblio managersinvest basedon fmanual and legal collsidemtionswhtile seeming to ignore other h a s Even fad genocide i lM-CREF has released no pliqprwerrting investmentsthat help fund or support such human ngMs vidatbns

IndivWualsthmuph lnwesbnentsIn TIM-CREF may Inadvertentlyinvast in companiesfunding genocide Whout palidespreventing these problem investments TW-CREF may a any Ume Inmaw Hs holdlngs or invblve new funds in such mMem inrwtmenis

This problem Is not theordial as of its SepFemlm2001 SEC mports W - C R E F had mnsiderable holdings in PetroChFna whlch through Bs closely related p n t Chlna National PetroleumCompany providesfunding the Government d Sudan uzes for genocide in Darfur

r In the faoe dths most mtmw humm Qhls wiWmsham2 respanslbifItylb adIn ampampion 10 Ihe mfeand responstbirrtyof governments

m TIAA-CREFs Sudan human rightsinmathe Identtfied 15 [companies] hat diredly or Idiredy generate rwwues for the Sudane9 ggomrnent Harevet 11has Increased hs holdings In the wsl oftenders while merelysending fetters uf w w m Tnis form of engagement is an insdequate res- to genocide

r W - C R E F s governem all- diveslmen when Yha financial or reprtaliml risksfrom a m p a n y s poficies or activities are so great lhat cantintred m e s h i p of Its 5 t h Is no longer p d e n t The M u r genocideis such a case

lwestrxsdont wmi their pemlam and savings mweded ts genodde In KRC Reseadfs 2007 study 71 of respondentssaid armpnies svould cottsides extreme cases of human ffghtsablrses such es genocide ratherthan base investment dMsions solely an economic witeria Furthw over 150013people have o q e d d to financial firms a b e t such problem invepmenls

Reasonable popte may disagree about what constttutes sodally mponsibls investing but few people want thek savings to be cornplitit in genoMs

and wflqps wved by 7 A b - C W h e ahwdy b i d TIAA-CREFMtoo matching its Financial wwices for the greater good a d o

r There is no compelling reason to invest in wmpanlss fundlng genodde Ample mptMaBmathe3 and flexibility of irrvedmant choices egtLisl even for index funds Gary gtinsons classic study showed investment returns are a m e d much mom by ssset allocalionIhsn individual security selectionsavoiding a mall number ofp M e m wrnpani~need nct BgnicantJyaffed performance

m fnvsstor pressurn has psoven e f f d h in infiuencing fcmiigovmments The campaign against Tarman Energy contributed to the January 2005Cornpmhensive Peace Agreement between Kharloum and Sauth Sudan

RESOLVED

Shamholde~repues that the B ~ r dInstthne m u m to prevent holding invesbTlentsin mpanies that in the jfdgrnentofthe Board substantially contribute to genoeide or mimes against humanity the most agmgious violations af human rights

Beyond pwerrtingfvture i n m e n t s in pmMern companies the prowl callsfor adion to add- aMng Investments If Ihe fund can quickly and effectively Influence 8 problem companys management lhen this may be an appropriate action If not their ~writiesshwld ba sold

Genocide-Free Investing Shareholder Proposal for CREF Stock Fund

71AA-CREF mothmanagersImamp bssed on financial and legal ~ ~ s t d w a t i o n swhile m i n g to ignore other h w Even fating gencude TIM-CREF has released no poiley prwenting investmentsthat help fund or supp~rlsu human rigMs Yiolalions

EndViduaL through InvestmentsIn TIM-CREF may inadvertsntlyinvest In companiesfunding genocide M h o u l potides preventingthese problem investmentsTIAA-CREF may at any time inmase its holdingsor Involve new funds in wch problem ~nvestments

we believe that

This problem is not theoretical as of Its September 2007 SEC reports TIM-CREF had considerabls holdings in PetraChina which through its dmly related writ China National PetroleumCompany prddw fundinn the G~vemmenof Sudan uses fw genocide in Dark

a In the face of the mosl mtmme human lgMs EIfS89 inveStm mspnsitility to ad in -on to 89 mle and responsib~lityd govemmenls

a TIM-CREFs Sudan human rlghts InMative Mantined 15 [mpanles] that dlredty or Fndiredly genersZe revenues for the Sudanese gwernrnent However fi has increased Its holdings In the worst oFfenders whde merely sending letternof concern This form of engagmentmisan inadequete respdnw to g e m d e

o TR4-CREFs govemanoe allows divestment when We finandel or mputatianal risks frm a companys polides or adivfes are so great that codnued w n m h l p of Hs dock a no longer prudent The Drfurgenrnde k such a Case

m InvAwsdm7 want their pensions and savings con- ta genocide In KRC Researchs2007 study 71 of respondartsSaid cwnpanies should m i d w exfme m s of human rights abuses such as genoe~derather than base investment de5sions Wleb on ecxmmic criteria Further wer 150MlOpeople ham objeded to financial M about sue problem rnvesments

Reasonable people mey disagree abouwhat constflutessodally responsible investingbut few pople wad their savings to be compllcit in ~enocde

I Slates and colleges served by TIM-CREF have m e d =REF should too matching its Anandat XN~Wfor the greater goad m o

There Is no compslling reason to IW in companies fundFng genodde Ample wrnpetfllve aRem8tlvTsand lexiMltty of Investment c h o i m exist even for index funds Gary Brinsansclassjc sludy showed investment raturns are affected much more by asset allbcatibn than iMtvidual security seledjons amMing a sman numkr of pmblern mmpames need not sgnfimntly fltd peflomance

lnvtsror p m r e hasm e n e T m inlfluendng f o w n gmmmenls The campaign againsZ Jarman Energy contributed to the January 2005Comprehensive PeaceAgreement between Khartoum and South Sudan

RESOLVED

Shareholders request that the Board instituteW u r e s la pwent hordirlg invesbmrrtsinmpanies that in the judgment of the Board sutslantiarlyeontribute to genoddeor ulmm against humanity the most egregious violations of human rights

Beyond prwerltlm lukrra lrrvestrnants in pmMm companies the proposal mRs for adon to address existing Investments I$ the fund can qutckly and effedlvely ifluence a problem companys management then this may be an appropriate action If not their Searnlies should be Id

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

March T 32007 Pagc 2

We believe the Proposal violates Rule 14a-8(e) because the proposal was dated and received after our stated deadline for inclusion in ~e 2008 proxy snaternent

The Companys 2007 proxy statement stated that the deadline for shareholders to submit proposals for inclusion in the 2008 proxy statement was February 132008 The Proponents Proposal was dated February 152008 and was received by the Company on February 2420165

Because the proposal was received after February t 32008 and this procedural violation cannot be remedied we believc that the Proposal and Supporting Statement may be properly omitted from the Companys 2008 proxy statement in reliance on Rule 14a-S(e) and Rule 14a-8(1)

Conclusion

Based on the foregoing we rcqucst that the Staff concur in our view that the Company may omit the Proposal and the Supporting Statement in their entirety from the 2005 proxy statement and that no enforcement action will he recommended to the Commission if the Proposal and the Supporting Statement are-excluded

The Company cxpects to file proxy materials with the Commission on or about June 92008

If you have any gucstions ~ e ~ a r d i n gthis request or need additional information please telephone me at (2 12) 916-5 154

Very truly yours

vi$ePresident a d Acting Corporate Secretary

Encl cc Mary Haskcll-Sand1er

Cythia MKrus Esq Sutherland Ashill amp Brennan LLP

6 Trotting Horse Drive Lexington MA 02421-6339 February 152008

Secretary CREE Stock T d W - C R E F Mmzal Funds PO Box 8009 Boston hi402266-8009

I mwriting to submit the attachcd sharebolder propod for inclusion in the fund next proxy s t a t m t gnd

for presetrtationgt the next shmholdermeeting I hold 46071 1W units of C W Stock Fwd Account T783373-81 have been a CREF Stamp Fund shanholdu continuously for wcr one ycar 1m attaching my TIAA-CltEF quartmfy statement dated Deccmber 3 12006canfirming my ownership ofs h e s with a market value in excess of $2000 over a year ago I have cuntinuousIyheld at fwd $2000 of the fund sincethat date and it is my intention to continue to do SO

Ptme confirm receipt ofthis Ima Iffor p chooseto mthde this propal E mywr proxy please notify me at the above addmss I am mbmittingthis shar~hIdesproposal in ccrnjunctiwwith a campaign initiated by Investors Against Genocide If another sareholderhas already submitccd the same propod please consider this sjoint submission in support of his J hcr pposaE

Thank you for your considemtion

Mary aske ell-sandlet

6 fmtting Horse Drjve Lexington dA 024214339 Februar) 152008

S m t a r yCREF Global m i e s 1ITZAAXE1EF Mmml Fuds PO Box 8 K 9 Boston MA 02266-8009

I amwritin8 to submit the attacbd sharehoIder p topod for inclusion in the finds nm proxy statement snd for presentadon at thenext shareholder meeting I hold 6563570unitsof C W F Global Equities in Account T783373-81 haveSttrf a CREF GlobalEquities fund shareholder continnously for over one year T am attaching my TIAA-CREF quarterly statement dated Dmmber 3 12006 confirminsmy ownership of shares with a market value in excess of $2000over a yem ago 1 have continuously held at least $2000of the find since that date and it 3s my interrtion to continut $0do so

P l m s confirm d p t ofthis lettm If fix any m n grou chooseto =lade thisproposal from yollr proxy please notify me at the a b v a adamp-

I am submitting tbis sheholder proposaE in conjunction with a - initiated by Investors Against Genocide I f nnorhcrr shareholder has already submittedthe same proposal please considerthis a joint submission in support ofhis her propod

Thank you for your coampdmtion

6 Trotting Horse Drive Lexington MA 02421-6339

Februaryl52a)S

Secmasy TliqA Traditional Fund

1IAA-CREF Mutual Funds PO Box 8009 BOS~OMA 02266-801)9

T am writing to submit the attach4 shartholderproposal fmimlusion in the funds next proxy statement and for presentation at the next shareholder meeting

I hold $3272282 ofIJAk Tditional in Account N783373-31 have beem a T I M Traditions shareholder mntmously for over one year I am attaching my TIAA-CREF quarterly mtement dated D m b e r 2 12006 confirming my ownership of s h m wirh a market valuc in excess of$2000 over a year ago I have continuously held at lcrtst S2QOO of the find sincethat date aad it is my intention to continue to do w

flmue confirm d p t ofthis letter If fbr my seasanyw haze ta accludethisp p a lfmywrp x y please notify me at h e nbove addrws

I am submitting this shareholder propod in conjunctionwith scampaign initiated by hvestors Against Genocide If a n o k shareholder has already submitted the m e proposal please consider this a joint submission in support of his het proposal

Thank you for your eavsidwation

Gmaclde-Free lnvestlng Shamholder Proposal for TlAA TradManal Fund

TIARCREF portlblio managersinvest basedon fmanual and legal collsidemtionswhtile seeming to ignore other h a s Even fad genocide i lM-CREF has released no pliqprwerrting investmentsthat help fund or support such human ngMs vidatbns

IndivWualsthmuph lnwesbnentsIn TIM-CREF may Inadvertentlyinvast in companiesfunding genocide Whout palidespreventing these problem investments TW-CREF may a any Ume Inmaw Hs holdlngs or invblve new funds in such mMem inrwtmenis

This problem Is not theordial as of its SepFemlm2001 SEC mports W - C R E F had mnsiderable holdings in PetroChFna whlch through Bs closely related p n t Chlna National PetroleumCompany providesfunding the Government d Sudan uzes for genocide in Darfur

r In the faoe dths most mtmw humm Qhls wiWmsham2 respanslbifItylb adIn ampampion 10 Ihe mfeand responstbirrtyof governments

m TIAA-CREFs Sudan human rightsinmathe Identtfied 15 [companies] hat diredly or Idiredy generate rwwues for the Sudane9 ggomrnent Harevet 11has Increased hs holdings In the wsl oftenders while merelysending fetters uf w w m Tnis form of engagement is an insdequate res- to genocide

r W - C R E F s governem all- diveslmen when Yha financial or reprtaliml risksfrom a m p a n y s poficies or activities are so great lhat cantintred m e s h i p of Its 5 t h Is no longer p d e n t The M u r genocideis such a case

lwestrxsdont wmi their pemlam and savings mweded ts genodde In KRC Reseadfs 2007 study 71 of respondentssaid armpnies svould cottsides extreme cases of human ffghtsablrses such es genocide ratherthan base investment dMsions solely an economic witeria Furthw over 150013people have o q e d d to financial firms a b e t such problem invepmenls

Reasonable popte may disagree about what constttutes sodally mponsibls investing but few people want thek savings to be cornplitit in genoMs

and wflqps wved by 7 A b - C W h e ahwdy b i d TIAA-CREFMtoo matching its Financial wwices for the greater good a d o

r There is no compelling reason to invest in wmpanlss fundlng genodde Ample mptMaBmathe3 and flexibility of irrvedmant choices egtLisl even for index funds Gary gtinsons classic study showed investment returns are a m e d much mom by ssset allocalionIhsn individual security selectionsavoiding a mall number ofp M e m wrnpani~need nct BgnicantJyaffed performance

m fnvsstor pressurn has psoven e f f d h in infiuencing fcmiigovmments The campaign against Tarman Energy contributed to the January 2005Cornpmhensive Peace Agreement between Kharloum and Sauth Sudan

RESOLVED

Shamholde~repues that the B ~ r dInstthne m u m to prevent holding invesbTlentsin mpanies that in the jfdgrnentofthe Board substantially contribute to genoeide or mimes against humanity the most agmgious violations af human rights

Beyond pwerrtingfvture i n m e n t s in pmMern companies the prowl callsfor adion to add- aMng Investments If Ihe fund can quickly and effectively Influence 8 problem companys management lhen this may be an appropriate action If not their ~writiesshwld ba sold

Genocide-Free Investing Shareholder Proposal for CREF Stock Fund

71AA-CREF mothmanagersImamp bssed on financial and legal ~ ~ s t d w a t i o n swhile m i n g to ignore other h w Even fating gencude TIM-CREF has released no poiley prwenting investmentsthat help fund or supp~rlsu human rigMs Yiolalions

EndViduaL through InvestmentsIn TIM-CREF may inadvertsntlyinvest In companiesfunding genocide M h o u l potides preventingthese problem investmentsTIAA-CREF may at any time inmase its holdingsor Involve new funds in wch problem ~nvestments

we believe that

This problem is not theoretical as of Its September 2007 SEC reports TIM-CREF had considerabls holdings in PetraChina which through its dmly related writ China National PetroleumCompany prddw fundinn the G~vemmenof Sudan uses fw genocide in Dark

a In the face of the mosl mtmme human lgMs EIfS89 inveStm mspnsitility to ad in -on to 89 mle and responsib~lityd govemmenls

a TIM-CREFs Sudan human rlghts InMative Mantined 15 [mpanles] that dlredty or Fndiredly genersZe revenues for the Sudanese gwernrnent However fi has increased Its holdings In the worst oFfenders whde merely sending letternof concern This form of engagmentmisan inadequete respdnw to g e m d e

o TR4-CREFs govemanoe allows divestment when We finandel or mputatianal risks frm a companys polides or adivfes are so great that codnued w n m h l p of Hs dock a no longer prudent The Drfurgenrnde k such a Case

m InvAwsdm7 want their pensions and savings con- ta genocide In KRC Researchs2007 study 71 of respondartsSaid cwnpanies should m i d w exfme m s of human rights abuses such as genoe~derather than base investment de5sions Wleb on ecxmmic criteria Further wer 150MlOpeople ham objeded to financial M about sue problem rnvesments

Reasonable people mey disagree abouwhat constflutessodally responsible investingbut few pople wad their savings to be compllcit in ~enocde

I Slates and colleges served by TIM-CREF have m e d =REF should too matching its Anandat XN~Wfor the greater goad m o

There Is no compslling reason to IW in companies fundFng genodde Ample wrnpetfllve aRem8tlvTsand lexiMltty of Investment c h o i m exist even for index funds Gary Brinsansclassjc sludy showed investment raturns are affected much more by asset allbcatibn than iMtvidual security seledjons amMing a sman numkr of pmblern mmpames need not sgnfimntly fltd peflomance

lnvtsror p m r e hasm e n e T m inlfluendng f o w n gmmmenls The campaign againsZ Jarman Energy contributed to the January 2005Comprehensive PeaceAgreement between Khartoum and South Sudan

RESOLVED

Shareholders request that the Board instituteW u r e s la pwent hordirlg invesbmrrtsinmpanies that in the judgment of the Board sutslantiarlyeontribute to genoddeor ulmm against humanity the most egregious violations of human rights

Beyond prwerltlm lukrra lrrvestrnants in pmMm companies the proposal mRs for adon to address existing Investments I$ the fund can qutckly and effedlvely ifluence a problem companys management then this may be an appropriate action If not their Searnlies should be Id

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

6 Trotting Horse Drive Lexington MA 02421-6339 February 152008

Secretary CREE Stock T d W - C R E F Mmzal Funds PO Box 8009 Boston hi402266-8009

I mwriting to submit the attachcd sharebolder propod for inclusion in the fund next proxy s t a t m t gnd

for presetrtationgt the next shmholdermeeting I hold 46071 1W units of C W Stock Fwd Account T783373-81 have been a CREF Stamp Fund shanholdu continuously for wcr one ycar 1m attaching my TIAA-CltEF quartmfy statement dated Deccmber 3 12006canfirming my ownership ofs h e s with a market value in excess of $2000 over a year ago I have cuntinuousIyheld at fwd $2000 of the fund sincethat date and it is my intention to continue to do SO

Ptme confirm receipt ofthis Ima Iffor p chooseto mthde this propal E mywr proxy please notify me at the above addmss I am mbmittingthis shar~hIdesproposal in ccrnjunctiwwith a campaign initiated by Investors Against Genocide If another sareholderhas already submitccd the same propod please consider this sjoint submission in support of his J hcr pposaE

Thank you for your considemtion

Mary aske ell-sandlet

6 fmtting Horse Drjve Lexington dA 024214339 Februar) 152008

S m t a r yCREF Global m i e s 1ITZAAXE1EF Mmml Fuds PO Box 8 K 9 Boston MA 02266-8009

I amwritin8 to submit the attacbd sharehoIder p topod for inclusion in the finds nm proxy statement snd for presentadon at thenext shareholder meeting I hold 6563570unitsof C W F Global Equities in Account T783373-81 haveSttrf a CREF GlobalEquities fund shareholder continnously for over one year T am attaching my TIAA-CREF quarterly statement dated Dmmber 3 12006 confirminsmy ownership of shares with a market value in excess of $2000over a yem ago 1 have continuously held at least $2000of the find since that date and it 3s my interrtion to continut $0do so

P l m s confirm d p t ofthis lettm If fix any m n grou chooseto =lade thisproposal from yollr proxy please notify me at the a b v a adamp-

I am submitting tbis sheholder proposaE in conjunction with a - initiated by Investors Against Genocide I f nnorhcrr shareholder has already submittedthe same proposal please considerthis a joint submission in support ofhis her propod

Thank you for your coampdmtion

6 Trotting Horse Drive Lexington MA 02421-6339

Februaryl52a)S

Secmasy TliqA Traditional Fund

1IAA-CREF Mutual Funds PO Box 8009 BOS~OMA 02266-801)9

T am writing to submit the attach4 shartholderproposal fmimlusion in the funds next proxy statement and for presentation at the next shareholder meeting

I hold $3272282 ofIJAk Tditional in Account N783373-31 have beem a T I M Traditions shareholder mntmously for over one year I am attaching my TIAA-CREF quarterly mtement dated D m b e r 2 12006 confirming my ownership of s h m wirh a market valuc in excess of$2000 over a year ago I have continuously held at lcrtst S2QOO of the find sincethat date aad it is my intention to continue to do w

flmue confirm d p t ofthis letter If fbr my seasanyw haze ta accludethisp p a lfmywrp x y please notify me at h e nbove addrws

I am submitting this shareholder propod in conjunctionwith scampaign initiated by hvestors Against Genocide If a n o k shareholder has already submitted the m e proposal please consider this a joint submission in support of his het proposal

Thank you for your eavsidwation

Gmaclde-Free lnvestlng Shamholder Proposal for TlAA TradManal Fund

TIARCREF portlblio managersinvest basedon fmanual and legal collsidemtionswhtile seeming to ignore other h a s Even fad genocide i lM-CREF has released no pliqprwerrting investmentsthat help fund or support such human ngMs vidatbns

IndivWualsthmuph lnwesbnentsIn TIM-CREF may Inadvertentlyinvast in companiesfunding genocide Whout palidespreventing these problem investments TW-CREF may a any Ume Inmaw Hs holdlngs or invblve new funds in such mMem inrwtmenis

This problem Is not theordial as of its SepFemlm2001 SEC mports W - C R E F had mnsiderable holdings in PetroChFna whlch through Bs closely related p n t Chlna National PetroleumCompany providesfunding the Government d Sudan uzes for genocide in Darfur

r In the faoe dths most mtmw humm Qhls wiWmsham2 respanslbifItylb adIn ampampion 10 Ihe mfeand responstbirrtyof governments

m TIAA-CREFs Sudan human rightsinmathe Identtfied 15 [companies] hat diredly or Idiredy generate rwwues for the Sudane9 ggomrnent Harevet 11has Increased hs holdings In the wsl oftenders while merelysending fetters uf w w m Tnis form of engagement is an insdequate res- to genocide

r W - C R E F s governem all- diveslmen when Yha financial or reprtaliml risksfrom a m p a n y s poficies or activities are so great lhat cantintred m e s h i p of Its 5 t h Is no longer p d e n t The M u r genocideis such a case

lwestrxsdont wmi their pemlam and savings mweded ts genodde In KRC Reseadfs 2007 study 71 of respondentssaid armpnies svould cottsides extreme cases of human ffghtsablrses such es genocide ratherthan base investment dMsions solely an economic witeria Furthw over 150013people have o q e d d to financial firms a b e t such problem invepmenls

Reasonable popte may disagree about what constttutes sodally mponsibls investing but few people want thek savings to be cornplitit in genoMs

and wflqps wved by 7 A b - C W h e ahwdy b i d TIAA-CREFMtoo matching its Financial wwices for the greater good a d o

r There is no compelling reason to invest in wmpanlss fundlng genodde Ample mptMaBmathe3 and flexibility of irrvedmant choices egtLisl even for index funds Gary gtinsons classic study showed investment returns are a m e d much mom by ssset allocalionIhsn individual security selectionsavoiding a mall number ofp M e m wrnpani~need nct BgnicantJyaffed performance

m fnvsstor pressurn has psoven e f f d h in infiuencing fcmiigovmments The campaign against Tarman Energy contributed to the January 2005Cornpmhensive Peace Agreement between Kharloum and Sauth Sudan

RESOLVED

Shamholde~repues that the B ~ r dInstthne m u m to prevent holding invesbTlentsin mpanies that in the jfdgrnentofthe Board substantially contribute to genoeide or mimes against humanity the most agmgious violations af human rights

Beyond pwerrtingfvture i n m e n t s in pmMern companies the prowl callsfor adion to add- aMng Investments If Ihe fund can quickly and effectively Influence 8 problem companys management lhen this may be an appropriate action If not their ~writiesshwld ba sold

Genocide-Free Investing Shareholder Proposal for CREF Stock Fund

71AA-CREF mothmanagersImamp bssed on financial and legal ~ ~ s t d w a t i o n swhile m i n g to ignore other h w Even fating gencude TIM-CREF has released no poiley prwenting investmentsthat help fund or supp~rlsu human rigMs Yiolalions

EndViduaL through InvestmentsIn TIM-CREF may inadvertsntlyinvest In companiesfunding genocide M h o u l potides preventingthese problem investmentsTIAA-CREF may at any time inmase its holdingsor Involve new funds in wch problem ~nvestments

we believe that

This problem is not theoretical as of Its September 2007 SEC reports TIM-CREF had considerabls holdings in PetraChina which through its dmly related writ China National PetroleumCompany prddw fundinn the G~vemmenof Sudan uses fw genocide in Dark

a In the face of the mosl mtmme human lgMs EIfS89 inveStm mspnsitility to ad in -on to 89 mle and responsib~lityd govemmenls

a TIM-CREFs Sudan human rlghts InMative Mantined 15 [mpanles] that dlredty or Fndiredly genersZe revenues for the Sudanese gwernrnent However fi has increased Its holdings In the worst oFfenders whde merely sending letternof concern This form of engagmentmisan inadequete respdnw to g e m d e

o TR4-CREFs govemanoe allows divestment when We finandel or mputatianal risks frm a companys polides or adivfes are so great that codnued w n m h l p of Hs dock a no longer prudent The Drfurgenrnde k such a Case

m InvAwsdm7 want their pensions and savings con- ta genocide In KRC Researchs2007 study 71 of respondartsSaid cwnpanies should m i d w exfme m s of human rights abuses such as genoe~derather than base investment de5sions Wleb on ecxmmic criteria Further wer 150MlOpeople ham objeded to financial M about sue problem rnvesments

Reasonable people mey disagree abouwhat constflutessodally responsible investingbut few pople wad their savings to be compllcit in ~enocde

I Slates and colleges served by TIM-CREF have m e d =REF should too matching its Anandat XN~Wfor the greater goad m o

There Is no compslling reason to IW in companies fundFng genodde Ample wrnpetfllve aRem8tlvTsand lexiMltty of Investment c h o i m exist even for index funds Gary Brinsansclassjc sludy showed investment raturns are affected much more by asset allbcatibn than iMtvidual security seledjons amMing a sman numkr of pmblern mmpames need not sgnfimntly fltd peflomance

lnvtsror p m r e hasm e n e T m inlfluendng f o w n gmmmenls The campaign againsZ Jarman Energy contributed to the January 2005Comprehensive PeaceAgreement between Khartoum and South Sudan

RESOLVED

Shareholders request that the Board instituteW u r e s la pwent hordirlg invesbmrrtsinmpanies that in the judgment of the Board sutslantiarlyeontribute to genoddeor ulmm against humanity the most egregious violations of human rights

Beyond prwerltlm lukrra lrrvestrnants in pmMm companies the proposal mRs for adon to address existing Investments I$ the fund can qutckly and effedlvely ifluence a problem companys management then this may be an appropriate action If not their Searnlies should be Id

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

6 fmtting Horse Drjve Lexington dA 024214339 Februar) 152008

S m t a r yCREF Global m i e s 1ITZAAXE1EF Mmml Fuds PO Box 8 K 9 Boston MA 02266-8009

I amwritin8 to submit the attacbd sharehoIder p topod for inclusion in the finds nm proxy statement snd for presentadon at thenext shareholder meeting I hold 6563570unitsof C W F Global Equities in Account T783373-81 haveSttrf a CREF GlobalEquities fund shareholder continnously for over one year T am attaching my TIAA-CREF quarterly statement dated Dmmber 3 12006 confirminsmy ownership of shares with a market value in excess of $2000over a yem ago 1 have continuously held at least $2000of the find since that date and it 3s my interrtion to continut $0do so

P l m s confirm d p t ofthis lettm If fix any m n grou chooseto =lade thisproposal from yollr proxy please notify me at the a b v a adamp-

I am submitting tbis sheholder proposaE in conjunction with a - initiated by Investors Against Genocide I f nnorhcrr shareholder has already submittedthe same proposal please considerthis a joint submission in support ofhis her propod

Thank you for your coampdmtion

6 Trotting Horse Drive Lexington MA 02421-6339

Februaryl52a)S

Secmasy TliqA Traditional Fund

1IAA-CREF Mutual Funds PO Box 8009 BOS~OMA 02266-801)9

T am writing to submit the attach4 shartholderproposal fmimlusion in the funds next proxy statement and for presentation at the next shareholder meeting

I hold $3272282 ofIJAk Tditional in Account N783373-31 have beem a T I M Traditions shareholder mntmously for over one year I am attaching my TIAA-CREF quarterly mtement dated D m b e r 2 12006 confirming my ownership of s h m wirh a market valuc in excess of$2000 over a year ago I have continuously held at lcrtst S2QOO of the find sincethat date aad it is my intention to continue to do w

flmue confirm d p t ofthis letter If fbr my seasanyw haze ta accludethisp p a lfmywrp x y please notify me at h e nbove addrws

I am submitting this shareholder propod in conjunctionwith scampaign initiated by hvestors Against Genocide If a n o k shareholder has already submitted the m e proposal please consider this a joint submission in support of his het proposal

Thank you for your eavsidwation

Gmaclde-Free lnvestlng Shamholder Proposal for TlAA TradManal Fund

TIARCREF portlblio managersinvest basedon fmanual and legal collsidemtionswhtile seeming to ignore other h a s Even fad genocide i lM-CREF has released no pliqprwerrting investmentsthat help fund or support such human ngMs vidatbns

IndivWualsthmuph lnwesbnentsIn TIM-CREF may Inadvertentlyinvast in companiesfunding genocide Whout palidespreventing these problem investments TW-CREF may a any Ume Inmaw Hs holdlngs or invblve new funds in such mMem inrwtmenis

This problem Is not theordial as of its SepFemlm2001 SEC mports W - C R E F had mnsiderable holdings in PetroChFna whlch through Bs closely related p n t Chlna National PetroleumCompany providesfunding the Government d Sudan uzes for genocide in Darfur

r In the faoe dths most mtmw humm Qhls wiWmsham2 respanslbifItylb adIn ampampion 10 Ihe mfeand responstbirrtyof governments

m TIAA-CREFs Sudan human rightsinmathe Identtfied 15 [companies] hat diredly or Idiredy generate rwwues for the Sudane9 ggomrnent Harevet 11has Increased hs holdings In the wsl oftenders while merelysending fetters uf w w m Tnis form of engagement is an insdequate res- to genocide

r W - C R E F s governem all- diveslmen when Yha financial or reprtaliml risksfrom a m p a n y s poficies or activities are so great lhat cantintred m e s h i p of Its 5 t h Is no longer p d e n t The M u r genocideis such a case

lwestrxsdont wmi their pemlam and savings mweded ts genodde In KRC Reseadfs 2007 study 71 of respondentssaid armpnies svould cottsides extreme cases of human ffghtsablrses such es genocide ratherthan base investment dMsions solely an economic witeria Furthw over 150013people have o q e d d to financial firms a b e t such problem invepmenls

Reasonable popte may disagree about what constttutes sodally mponsibls investing but few people want thek savings to be cornplitit in genoMs

and wflqps wved by 7 A b - C W h e ahwdy b i d TIAA-CREFMtoo matching its Financial wwices for the greater good a d o

r There is no compelling reason to invest in wmpanlss fundlng genodde Ample mptMaBmathe3 and flexibility of irrvedmant choices egtLisl even for index funds Gary gtinsons classic study showed investment returns are a m e d much mom by ssset allocalionIhsn individual security selectionsavoiding a mall number ofp M e m wrnpani~need nct BgnicantJyaffed performance

m fnvsstor pressurn has psoven e f f d h in infiuencing fcmiigovmments The campaign against Tarman Energy contributed to the January 2005Cornpmhensive Peace Agreement between Kharloum and Sauth Sudan

RESOLVED

Shamholde~repues that the B ~ r dInstthne m u m to prevent holding invesbTlentsin mpanies that in the jfdgrnentofthe Board substantially contribute to genoeide or mimes against humanity the most agmgious violations af human rights

Beyond pwerrtingfvture i n m e n t s in pmMern companies the prowl callsfor adion to add- aMng Investments If Ihe fund can quickly and effectively Influence 8 problem companys management lhen this may be an appropriate action If not their ~writiesshwld ba sold

Genocide-Free Investing Shareholder Proposal for CREF Stock Fund

71AA-CREF mothmanagersImamp bssed on financial and legal ~ ~ s t d w a t i o n swhile m i n g to ignore other h w Even fating gencude TIM-CREF has released no poiley prwenting investmentsthat help fund or supp~rlsu human rigMs Yiolalions

EndViduaL through InvestmentsIn TIM-CREF may inadvertsntlyinvest In companiesfunding genocide M h o u l potides preventingthese problem investmentsTIAA-CREF may at any time inmase its holdingsor Involve new funds in wch problem ~nvestments

we believe that

This problem is not theoretical as of Its September 2007 SEC reports TIM-CREF had considerabls holdings in PetraChina which through its dmly related writ China National PetroleumCompany prddw fundinn the G~vemmenof Sudan uses fw genocide in Dark

a In the face of the mosl mtmme human lgMs EIfS89 inveStm mspnsitility to ad in -on to 89 mle and responsib~lityd govemmenls

a TIM-CREFs Sudan human rlghts InMative Mantined 15 [mpanles] that dlredty or Fndiredly genersZe revenues for the Sudanese gwernrnent However fi has increased Its holdings In the worst oFfenders whde merely sending letternof concern This form of engagmentmisan inadequete respdnw to g e m d e

o TR4-CREFs govemanoe allows divestment when We finandel or mputatianal risks frm a companys polides or adivfes are so great that codnued w n m h l p of Hs dock a no longer prudent The Drfurgenrnde k such a Case

m InvAwsdm7 want their pensions and savings con- ta genocide In KRC Researchs2007 study 71 of respondartsSaid cwnpanies should m i d w exfme m s of human rights abuses such as genoe~derather than base investment de5sions Wleb on ecxmmic criteria Further wer 150MlOpeople ham objeded to financial M about sue problem rnvesments

Reasonable people mey disagree abouwhat constflutessodally responsible investingbut few pople wad their savings to be compllcit in ~enocde

I Slates and colleges served by TIM-CREF have m e d =REF should too matching its Anandat XN~Wfor the greater goad m o

There Is no compslling reason to IW in companies fundFng genodde Ample wrnpetfllve aRem8tlvTsand lexiMltty of Investment c h o i m exist even for index funds Gary Brinsansclassjc sludy showed investment raturns are affected much more by asset allbcatibn than iMtvidual security seledjons amMing a sman numkr of pmblern mmpames need not sgnfimntly fltd peflomance

lnvtsror p m r e hasm e n e T m inlfluendng f o w n gmmmenls The campaign againsZ Jarman Energy contributed to the January 2005Comprehensive PeaceAgreement between Khartoum and South Sudan

RESOLVED

Shareholders request that the Board instituteW u r e s la pwent hordirlg invesbmrrtsinmpanies that in the judgment of the Board sutslantiarlyeontribute to genoddeor ulmm against humanity the most egregious violations of human rights

Beyond prwerltlm lukrra lrrvestrnants in pmMm companies the proposal mRs for adon to address existing Investments I$ the fund can qutckly and effedlvely ifluence a problem companys management then this may be an appropriate action If not their Searnlies should be Id

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

6 Trotting Horse Drive Lexington MA 02421-6339

Februaryl52a)S

Secmasy TliqA Traditional Fund

1IAA-CREF Mutual Funds PO Box 8009 BOS~OMA 02266-801)9

T am writing to submit the attach4 shartholderproposal fmimlusion in the funds next proxy statement and for presentation at the next shareholder meeting

I hold $3272282 ofIJAk Tditional in Account N783373-31 have beem a T I M Traditions shareholder mntmously for over one year I am attaching my TIAA-CREF quarterly mtement dated D m b e r 2 12006 confirming my ownership of s h m wirh a market valuc in excess of$2000 over a year ago I have continuously held at lcrtst S2QOO of the find sincethat date aad it is my intention to continue to do w

flmue confirm d p t ofthis letter If fbr my seasanyw haze ta accludethisp p a lfmywrp x y please notify me at h e nbove addrws

I am submitting this shareholder propod in conjunctionwith scampaign initiated by hvestors Against Genocide If a n o k shareholder has already submitted the m e proposal please consider this a joint submission in support of his het proposal

Thank you for your eavsidwation

Gmaclde-Free lnvestlng Shamholder Proposal for TlAA TradManal Fund

TIARCREF portlblio managersinvest basedon fmanual and legal collsidemtionswhtile seeming to ignore other h a s Even fad genocide i lM-CREF has released no pliqprwerrting investmentsthat help fund or support such human ngMs vidatbns

IndivWualsthmuph lnwesbnentsIn TIM-CREF may Inadvertentlyinvast in companiesfunding genocide Whout palidespreventing these problem investments TW-CREF may a any Ume Inmaw Hs holdlngs or invblve new funds in such mMem inrwtmenis

This problem Is not theordial as of its SepFemlm2001 SEC mports W - C R E F had mnsiderable holdings in PetroChFna whlch through Bs closely related p n t Chlna National PetroleumCompany providesfunding the Government d Sudan uzes for genocide in Darfur

r In the faoe dths most mtmw humm Qhls wiWmsham2 respanslbifItylb adIn ampampion 10 Ihe mfeand responstbirrtyof governments

m TIAA-CREFs Sudan human rightsinmathe Identtfied 15 [companies] hat diredly or Idiredy generate rwwues for the Sudane9 ggomrnent Harevet 11has Increased hs holdings In the wsl oftenders while merelysending fetters uf w w m Tnis form of engagement is an insdequate res- to genocide

r W - C R E F s governem all- diveslmen when Yha financial or reprtaliml risksfrom a m p a n y s poficies or activities are so great lhat cantintred m e s h i p of Its 5 t h Is no longer p d e n t The M u r genocideis such a case

lwestrxsdont wmi their pemlam and savings mweded ts genodde In KRC Reseadfs 2007 study 71 of respondentssaid armpnies svould cottsides extreme cases of human ffghtsablrses such es genocide ratherthan base investment dMsions solely an economic witeria Furthw over 150013people have o q e d d to financial firms a b e t such problem invepmenls

Reasonable popte may disagree about what constttutes sodally mponsibls investing but few people want thek savings to be cornplitit in genoMs

and wflqps wved by 7 A b - C W h e ahwdy b i d TIAA-CREFMtoo matching its Financial wwices for the greater good a d o

r There is no compelling reason to invest in wmpanlss fundlng genodde Ample mptMaBmathe3 and flexibility of irrvedmant choices egtLisl even for index funds Gary gtinsons classic study showed investment returns are a m e d much mom by ssset allocalionIhsn individual security selectionsavoiding a mall number ofp M e m wrnpani~need nct BgnicantJyaffed performance

m fnvsstor pressurn has psoven e f f d h in infiuencing fcmiigovmments The campaign against Tarman Energy contributed to the January 2005Cornpmhensive Peace Agreement between Kharloum and Sauth Sudan

RESOLVED

Shamholde~repues that the B ~ r dInstthne m u m to prevent holding invesbTlentsin mpanies that in the jfdgrnentofthe Board substantially contribute to genoeide or mimes against humanity the most agmgious violations af human rights

Beyond pwerrtingfvture i n m e n t s in pmMern companies the prowl callsfor adion to add- aMng Investments If Ihe fund can quickly and effectively Influence 8 problem companys management lhen this may be an appropriate action If not their ~writiesshwld ba sold

Genocide-Free Investing Shareholder Proposal for CREF Stock Fund

71AA-CREF mothmanagersImamp bssed on financial and legal ~ ~ s t d w a t i o n swhile m i n g to ignore other h w Even fating gencude TIM-CREF has released no poiley prwenting investmentsthat help fund or supp~rlsu human rigMs Yiolalions

EndViduaL through InvestmentsIn TIM-CREF may inadvertsntlyinvest In companiesfunding genocide M h o u l potides preventingthese problem investmentsTIAA-CREF may at any time inmase its holdingsor Involve new funds in wch problem ~nvestments

we believe that

This problem is not theoretical as of Its September 2007 SEC reports TIM-CREF had considerabls holdings in PetraChina which through its dmly related writ China National PetroleumCompany prddw fundinn the G~vemmenof Sudan uses fw genocide in Dark

a In the face of the mosl mtmme human lgMs EIfS89 inveStm mspnsitility to ad in -on to 89 mle and responsib~lityd govemmenls

a TIM-CREFs Sudan human rlghts InMative Mantined 15 [mpanles] that dlredty or Fndiredly genersZe revenues for the Sudanese gwernrnent However fi has increased Its holdings In the worst oFfenders whde merely sending letternof concern This form of engagmentmisan inadequete respdnw to g e m d e

o TR4-CREFs govemanoe allows divestment when We finandel or mputatianal risks frm a companys polides or adivfes are so great that codnued w n m h l p of Hs dock a no longer prudent The Drfurgenrnde k such a Case

m InvAwsdm7 want their pensions and savings con- ta genocide In KRC Researchs2007 study 71 of respondartsSaid cwnpanies should m i d w exfme m s of human rights abuses such as genoe~derather than base investment de5sions Wleb on ecxmmic criteria Further wer 150MlOpeople ham objeded to financial M about sue problem rnvesments

Reasonable people mey disagree abouwhat constflutessodally responsible investingbut few pople wad their savings to be compllcit in ~enocde

I Slates and colleges served by TIM-CREF have m e d =REF should too matching its Anandat XN~Wfor the greater goad m o

There Is no compslling reason to IW in companies fundFng genodde Ample wrnpetfllve aRem8tlvTsand lexiMltty of Investment c h o i m exist even for index funds Gary Brinsansclassjc sludy showed investment raturns are affected much more by asset allbcatibn than iMtvidual security seledjons amMing a sman numkr of pmblern mmpames need not sgnfimntly fltd peflomance

lnvtsror p m r e hasm e n e T m inlfluendng f o w n gmmmenls The campaign againsZ Jarman Energy contributed to the January 2005Comprehensive PeaceAgreement between Khartoum and South Sudan

RESOLVED

Shareholders request that the Board instituteW u r e s la pwent hordirlg invesbmrrtsinmpanies that in the judgment of the Board sutslantiarlyeontribute to genoddeor ulmm against humanity the most egregious violations of human rights

Beyond prwerltlm lukrra lrrvestrnants in pmMm companies the proposal mRs for adon to address existing Investments I$ the fund can qutckly and effedlvely ifluence a problem companys management then this may be an appropriate action If not their Searnlies should be Id

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

Gmaclde-Free lnvestlng Shamholder Proposal for TlAA TradManal Fund

TIARCREF portlblio managersinvest basedon fmanual and legal collsidemtionswhtile seeming to ignore other h a s Even fad genocide i lM-CREF has released no pliqprwerrting investmentsthat help fund or support such human ngMs vidatbns

IndivWualsthmuph lnwesbnentsIn TIM-CREF may Inadvertentlyinvast in companiesfunding genocide Whout palidespreventing these problem investments TW-CREF may a any Ume Inmaw Hs holdlngs or invblve new funds in such mMem inrwtmenis

This problem Is not theordial as of its SepFemlm2001 SEC mports W - C R E F had mnsiderable holdings in PetroChFna whlch through Bs closely related p n t Chlna National PetroleumCompany providesfunding the Government d Sudan uzes for genocide in Darfur

r In the faoe dths most mtmw humm Qhls wiWmsham2 respanslbifItylb adIn ampampion 10 Ihe mfeand responstbirrtyof governments

m TIAA-CREFs Sudan human rightsinmathe Identtfied 15 [companies] hat diredly or Idiredy generate rwwues for the Sudane9 ggomrnent Harevet 11has Increased hs holdings In the wsl oftenders while merelysending fetters uf w w m Tnis form of engagement is an insdequate res- to genocide

r W - C R E F s governem all- diveslmen when Yha financial or reprtaliml risksfrom a m p a n y s poficies or activities are so great lhat cantintred m e s h i p of Its 5 t h Is no longer p d e n t The M u r genocideis such a case

lwestrxsdont wmi their pemlam and savings mweded ts genodde In KRC Reseadfs 2007 study 71 of respondentssaid armpnies svould cottsides extreme cases of human ffghtsablrses such es genocide ratherthan base investment dMsions solely an economic witeria Furthw over 150013people have o q e d d to financial firms a b e t such problem invepmenls

Reasonable popte may disagree about what constttutes sodally mponsibls investing but few people want thek savings to be cornplitit in genoMs

and wflqps wved by 7 A b - C W h e ahwdy b i d TIAA-CREFMtoo matching its Financial wwices for the greater good a d o

r There is no compelling reason to invest in wmpanlss fundlng genodde Ample mptMaBmathe3 and flexibility of irrvedmant choices egtLisl even for index funds Gary gtinsons classic study showed investment returns are a m e d much mom by ssset allocalionIhsn individual security selectionsavoiding a mall number ofp M e m wrnpani~need nct BgnicantJyaffed performance

m fnvsstor pressurn has psoven e f f d h in infiuencing fcmiigovmments The campaign against Tarman Energy contributed to the January 2005Cornpmhensive Peace Agreement between Kharloum and Sauth Sudan

RESOLVED

Shamholde~repues that the B ~ r dInstthne m u m to prevent holding invesbTlentsin mpanies that in the jfdgrnentofthe Board substantially contribute to genoeide or mimes against humanity the most agmgious violations af human rights

Beyond pwerrtingfvture i n m e n t s in pmMern companies the prowl callsfor adion to add- aMng Investments If Ihe fund can quickly and effectively Influence 8 problem companys management lhen this may be an appropriate action If not their ~writiesshwld ba sold

Genocide-Free Investing Shareholder Proposal for CREF Stock Fund

71AA-CREF mothmanagersImamp bssed on financial and legal ~ ~ s t d w a t i o n swhile m i n g to ignore other h w Even fating gencude TIM-CREF has released no poiley prwenting investmentsthat help fund or supp~rlsu human rigMs Yiolalions

EndViduaL through InvestmentsIn TIM-CREF may inadvertsntlyinvest In companiesfunding genocide M h o u l potides preventingthese problem investmentsTIAA-CREF may at any time inmase its holdingsor Involve new funds in wch problem ~nvestments

we believe that

This problem is not theoretical as of Its September 2007 SEC reports TIM-CREF had considerabls holdings in PetraChina which through its dmly related writ China National PetroleumCompany prddw fundinn the G~vemmenof Sudan uses fw genocide in Dark

a In the face of the mosl mtmme human lgMs EIfS89 inveStm mspnsitility to ad in -on to 89 mle and responsib~lityd govemmenls

a TIM-CREFs Sudan human rlghts InMative Mantined 15 [mpanles] that dlredty or Fndiredly genersZe revenues for the Sudanese gwernrnent However fi has increased Its holdings In the worst oFfenders whde merely sending letternof concern This form of engagmentmisan inadequete respdnw to g e m d e

o TR4-CREFs govemanoe allows divestment when We finandel or mputatianal risks frm a companys polides or adivfes are so great that codnued w n m h l p of Hs dock a no longer prudent The Drfurgenrnde k such a Case

m InvAwsdm7 want their pensions and savings con- ta genocide In KRC Researchs2007 study 71 of respondartsSaid cwnpanies should m i d w exfme m s of human rights abuses such as genoe~derather than base investment de5sions Wleb on ecxmmic criteria Further wer 150MlOpeople ham objeded to financial M about sue problem rnvesments

Reasonable people mey disagree abouwhat constflutessodally responsible investingbut few pople wad their savings to be compllcit in ~enocde

I Slates and colleges served by TIM-CREF have m e d =REF should too matching its Anandat XN~Wfor the greater goad m o

There Is no compslling reason to IW in companies fundFng genodde Ample wrnpetfllve aRem8tlvTsand lexiMltty of Investment c h o i m exist even for index funds Gary Brinsansclassjc sludy showed investment raturns are affected much more by asset allbcatibn than iMtvidual security seledjons amMing a sman numkr of pmblern mmpames need not sgnfimntly fltd peflomance

lnvtsror p m r e hasm e n e T m inlfluendng f o w n gmmmenls The campaign againsZ Jarman Energy contributed to the January 2005Comprehensive PeaceAgreement between Khartoum and South Sudan

RESOLVED

Shareholders request that the Board instituteW u r e s la pwent hordirlg invesbmrrtsinmpanies that in the judgment of the Board sutslantiarlyeontribute to genoddeor ulmm against humanity the most egregious violations of human rights

Beyond prwerltlm lukrra lrrvestrnants in pmMm companies the proposal mRs for adon to address existing Investments I$ the fund can qutckly and effedlvely ifluence a problem companys management then this may be an appropriate action If not their Searnlies should be Id

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

Genocide-Free Investing Shareholder Proposal for CREF Stock Fund

71AA-CREF mothmanagersImamp bssed on financial and legal ~ ~ s t d w a t i o n swhile m i n g to ignore other h w Even fating gencude TIM-CREF has released no poiley prwenting investmentsthat help fund or supp~rlsu human rigMs Yiolalions

EndViduaL through InvestmentsIn TIM-CREF may inadvertsntlyinvest In companiesfunding genocide M h o u l potides preventingthese problem investmentsTIAA-CREF may at any time inmase its holdingsor Involve new funds in wch problem ~nvestments

we believe that

This problem is not theoretical as of Its September 2007 SEC reports TIM-CREF had considerabls holdings in PetraChina which through its dmly related writ China National PetroleumCompany prddw fundinn the G~vemmenof Sudan uses fw genocide in Dark

a In the face of the mosl mtmme human lgMs EIfS89 inveStm mspnsitility to ad in -on to 89 mle and responsib~lityd govemmenls

a TIM-CREFs Sudan human rlghts InMative Mantined 15 [mpanles] that dlredty or Fndiredly genersZe revenues for the Sudanese gwernrnent However fi has increased Its holdings In the worst oFfenders whde merely sending letternof concern This form of engagmentmisan inadequete respdnw to g e m d e

o TR4-CREFs govemanoe allows divestment when We finandel or mputatianal risks frm a companys polides or adivfes are so great that codnued w n m h l p of Hs dock a no longer prudent The Drfurgenrnde k such a Case

m InvAwsdm7 want their pensions and savings con- ta genocide In KRC Researchs2007 study 71 of respondartsSaid cwnpanies should m i d w exfme m s of human rights abuses such as genoe~derather than base investment de5sions Wleb on ecxmmic criteria Further wer 150MlOpeople ham objeded to financial M about sue problem rnvesments

Reasonable people mey disagree abouwhat constflutessodally responsible investingbut few pople wad their savings to be compllcit in ~enocde

I Slates and colleges served by TIM-CREF have m e d =REF should too matching its Anandat XN~Wfor the greater goad m o

There Is no compslling reason to IW in companies fundFng genodde Ample wrnpetfllve aRem8tlvTsand lexiMltty of Investment c h o i m exist even for index funds Gary Brinsansclassjc sludy showed investment raturns are affected much more by asset allbcatibn than iMtvidual security seledjons amMing a sman numkr of pmblern mmpames need not sgnfimntly fltd peflomance

lnvtsror p m r e hasm e n e T m inlfluendng f o w n gmmmenls The campaign againsZ Jarman Energy contributed to the January 2005Comprehensive PeaceAgreement between Khartoum and South Sudan

RESOLVED

Shareholders request that the Board instituteW u r e s la pwent hordirlg invesbmrrtsinmpanies that in the judgment of the Board sutslantiarlyeontribute to genoddeor ulmm against humanity the most egregious violations of human rights

Beyond prwerltlm lukrra lrrvestrnants in pmMm companies the proposal mRs for adon to address existing Investments I$ the fund can qutckly and effedlvely ifluence a problem companys management then this may be an appropriate action If not their Searnlies should be Id

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

Exhibft A Marjorie Piem-Merrit Esq Vicc m i d e n t and Acring Corpotalc Secretary 2139165184 2119166800 (Fax) m p i t m m c m f t ~ t i ~ - ~ t t f o r g

March 11lOOS

Mary Haskell-Snndler 6 Trotting Ilotse Drive Lexington MA 02421-6339

Re TIAA-CREF-ShareholderProposaI

MsHaskeIl-Sandlet

Wc arc writing with regard to the shareholder proposal and supporring smiemenr dazed Fehary 152008 that you submitted in connection with our annual meeting nf shamholders to Ix held July 152OOR IVc believe that we may properly exclude rhe proposal from our 2008 proxy stafement pursuant to Rules 14a-8(e) and 14a-810 lrndcr the Securities Eschange 4ct of 1 934 as mended

Pursuant to Rule Ida-810 we may omit a shareholderproposal hinclusion in ow p u y materials if she proposal violates any of the Securities and Exchange Commissions prwedural requirements far inclusion of a propa1 in a companys proxy materials We believe your proposal violates Rule Ita-8(e) because the proposal was dated and received affcr our stated deadline for inclusion in thc 2008 proxy statement

Our 2007proxy statement stated that the deadline for shareholders to submit proposals for inclusion in tbe 3008proxy statement was February 132008 Yow proposal was dated February 15 2008 and was received on February 24 2008 Recausc the proposal was received after February 1 3 2008 and this procedural violation cannot be remedied we intend to omit the proposal and supporting statement from our 2008 proxy statement in reliance on Rule 14a-8(e) and RuEe 14a-S(9

My colleague Hye-Won Choi wha heads TIM-CREFs corporate governance p r o p m will be sending you a letter under separate cover that descnbes how our organi7ation is working to help bring about positivtr change in Sudan via engagcment with portfolio companies

ice President and Acting ~orprafeS e m m y

Encl cc Securities and Exchange Commission

Office of Chief Counscl Division of Corporate Finance Geotpe Madison Executive Vice President Generat Counsel TIAA-CREF

730 thlrd Avenue New York NY 10017-3206

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

6 Trotting Horse Drive Lexington MA 02421 March 16 2008

Office of Chief Counsel Division of Corporate Finance US Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re TIAA-CREF Shareholder Proposal

Ladies and Gentlemen

On March 14 2008 I received a copy of TIAA-CREFrsquos (the ldquoCompanyrdquo) March 13 2008 letter to you with regard to a proposal and supporting statement (the ldquoProposalrdquo) I submitted for their July 15 2008 annual shareholder meeting The letter requests that you confirm that you will not recommend enforcement action against the Company for excluding the Proposal This letter is my response for your consideration

I respectfully urge you not to grant the no-action relief TIAA-CREF has requested with respect to the Proposal The Company correctly points out that I was in technical violation of Rule 14a-8(e) in that I mailed the proposal on February 19th even though the deadline for submission was February 13th I request that you rule under the spirit of the law rather than the letter and consider mitigating circumstances and overriding priorities when making your decision

There are several reasons you should require that my proposal be submitted to shareholders it was submitted well in advance of any reasonable constraints TIAA-CREF may have for including the proposal the deadline was not well publicized and this is a social policy issue of urgency and interest to the Companyrsquos shareholders My reasons are detailed in the following sections

Ample Processing Time

The SECrsquos Rule 14a-8(e) is clearly intended to ensure that proposals are submitted a ldquoreasonable time before the company begins to print and send its proxy materialsrdquo so that the company has adequate time to process and distribute them to shareholders My letter was received on February 24 2008 and the meeting is July 15 2008 TIAA-CREF had 142 days to print and send the proxy materials My submission was just a few days late and the company certainly has adequate time to process and distribute materials including my proposal

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

While I recognize having missed the deadline I believe that the Company has more than enough time to include the proposal

Poorly Publicized Deadline

The Company included the deadline for submitting proposals in the proxy materials for its 2007 annual meeting This meets the technical requirements of your regulations However this is an obscure place to document the deadline and I cannot find any evidence of other places where the deadline has been publicized Before sending the proposal my associates did a search of the Companyrsquos web site and Edgar without finding any indication of the deadline A search of the TIAA-CREF site today for the exact phrase ldquoJuly 15 2008rdquo yielded nothing Similarly a search on Edgar for ldquoJuly 15 2008rdquo under the companyrsquos 0001084380 CIK also yielded nothing I expected the meeting date and or deadline o be included in the prospectus annual reports or quarterly filings but it is not The point is that I made a reasonable effort to identify the meeting date and deadline and was unable to find it

Many other companies make the information readily available For example IBM lists the date of its meeting in its 10K report

Again I concede that TIAA-CREF met the strict guidelines of your regulations but believe that I made a good faith effort to determine the deadline and was unable to do so because they do not make it readily available

Significant Social Policy Issue

The Proposal raises significant social policy issues and I therefore urge you not to allow it to be excluded Shareholder proposals may not be excluded if they involve issues that engender widespread debate media attention and legislative and regulatory initiatives This description perfectly characterizes the current debate over investments in Sudan

When considering an essentially equivalent shareholder proposal the SECrsquos Division of Investment Management ruling on January 22 2008 did not concur with Fidelity when they requested ldquoOmission of Shareholder Proposal Pursuant to Rule 14a-8 for Certain Fidelity Fundsrdquo While the counsel did not state the reasons for its decision we believe it was because they recognized that the proposal raises significant social policy issues and that this overrides other concerns

Since 2005 there has been an active campaign to overcome the resistance of the investment community to respond to the genocide in Darfur Many national organizations have been organized at least in part to address this issue These include Fidelity Out of Sudan Investors Against Genocide Divest for Darfur and the Sudan Divestment Task Force among many others Some indications of the degree of interest in this social policy issue are

The Save Darfur Coalition has recorded 150000 citizen petitions from individuals who call on mutual funds to ldquodivest from companies that help fund genocide in Darfurrdquo

Page 2

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

In April 2007 KRC Research surveyed 1022 adults and found that 71 believe that companies should take into account the most extreme cases of human rights abuses such as genocide when investing overseas rather than base their investment decisions on economic criteria onlyrdquo Further 77 said ldquothey would switch their investments to a different company if they learned that those managing their funds had significant investments in firms that were active in Sudanrdquo (See the full KRC report at httpwwwsavedarfurorgpageshydivestfordarfur2007043020-20KRC20Research20Darfur20shy20Omnibus20Topline20Memodoc)

The Investors Against Genocide web site lists nearly 100 articles from the national press in 2007 from among the many more that appeared (see httpinvestorsagainstgenocideorgpress) Many others can be found at the Sudan Divestment Task Force web site (httpwwwsudandivestmentorginTheNewsasp)

The issue of divestment from Sudan has generated numerous TV radio and blog discussions For example please review the story by the local Fox affiliate in Boston broadcast on January 29 2007 It is available online from Fox at httpwwwmyfoxbostoncommyfoxpagesNewsDetailcontentId=2214009ampversion=1amploc ale=EN-USamplayoutCode=VSTYamppageId=311

As of March 15 2008 twenty-three states have either passed legislation or otherwise made the decision to divest from companies doing business in Sudan Many of these decisions came after extensive public debate in state legislatures Seven major cities have divested as have at least 60 colleges and universities including the most prestigious in the nation (See httpinvestorsagainstgenocideorgpage1004 for details)

The issue of divestment in the face of genocide has been considered in the US Congress The Sudan Accountability and Divestment Authorization Act of 2007 passed Congress unanimously and has been signed by the President

In his July 2007 press release (2007-121) SEC Chairman Cox said ldquoNo investor should ever have to wonder whether his or her investments or retirement savings are indirectly subsidizing a terrorist haven or genocidal staterdquo

Darfur has raised broad public awareness of the investment policies of investment firms in general and TIAA-CREF in particular The many shareholders concerned about this issue will have few options if you allow this proposal to be omitted In the case of 401k investments individuals are limited by the number of funds offered in their 401k plan and may have no ldquogenocide-freerdquo options Some might suggest that concerned investors choose Socially Responsible Investment (SRI) funds but these funds are limited in both scope and availability and represent a relative niche in the market The Proposal seeks to ensure a basic principle of ethical investing for investors that choose mainstream funds

Page 3

Conclusion

I believe that TIAA-CREF its shareholders and the investment community will benefit from a full and open discussion of the issues raised by the Proposal TIAA-CREF will have ample opportunity to defend and convince shareholders of its position While I missed the technical deadline for submission by a few days this minor mistake should not be allowed to suppress debate on this important issue I therefore urge the SEC staff to require TIAA-CREF to present the Proposal to its shareholders

If you need to contact me you may do so at the above address You may also reach me by phone at 781-862-5043 or by email at HaskellMaolcom You may also contact me via my associate William Rosenfeld at 781-862-7480 or via his email at WLRosenfeldhotmailcom

Please confirm receipt of this document

Thank you in advance for your consideration

Sincerely

Mary Haskell-Sandler

cc Marjorie Pierre-Merritt TIAA-CREF

Page 4

- -

Teachers Insurance and Annuity Association of America

-- CsIlclgc Itc~ircrnmlBquilirs I+uncl

CPEF 330 i liird Avenue ficw York NY 10017-3206 2 11 410-9OOO XI)O K42-2733

I 1 I FAVICES 1 J r 1 GVEAiER GOOD

Vil Inilcd Tlrccl Scrvicc

April 292008

Oflicc or Ins~~rr~nctProducts Division 01 I~ivestmentManagement Sccuritics lnd TltuchnngcCamtiiission 100 1Street NE Washington DC 20549

Re CREF -Shareholder Proposal

Ladies and Gentleman

We are writing with rcgard to the shareholder proposal and supporting statcmcnt subinitted hy Ms Mary Haskell-Sandlcr (tl~cPr-nponcnt) in conncctinn with t tic i ~ n n ~ ~ a llnecting ofthc College Rctiremcizr Equities Fund (CREF) shareholders to be 11eld on J L I I ~15 2008 Plcasc note that thc Proponent submitted t l ~ cproposal lor tllc anri~lnlmocting oKTIAA-CREF I-lowevcr for purposcs or clarification as tl-rcrcis no such entity we believe her proposal to be related to the annual mccting of CREF ThcrcVorc our requesl to tl~c or Ihcstaff for cxc l i~s iot~ Proponents proposal is nude nn bchallof CWF and relates to proxy n~atcrials tilcd will1 the Com~~iissionby CREF

If you have any flrther questions or nced additional information pleasc tclcphonc nie at (312) 9 16-5 184

Vcsy I-uly yours

$lnrjoric Pierrc-Merritt isq Vice President and Assistant Corporate Secretary

cc Officc olthc Chief Counscl Division o f Corpori~ie1inancc

-I)itur 1 A ~I I I IA 1 1 1 1 d y JIOT rF